Prime Focus Limited has informed the Exchange about Investment Agreement
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Awaiting price reaction for this filing.
Prime Focus Limited's board has approved issuing up to 46.27 crore equity shares at ₹120 per share (face value ₹1) on a preferential basis, totaling about ₹5,552 crore in consideration. Of this, ~43 crore shares (worth ~₹5,161 crore) will be issued via a share swap to acquire an additional 31.05% stake in its step-down subsidiary DNEG S.a.r.l. (Luxembourg), while ~3.25 crore shares (worth ~₹390.5 crore) will be issued for cash. The 16 allottees include promoter group entity A2R Holdings, Novator Capital Limited, and 14 other non-promoter investors such as Ranbir Kapoor and Bimal Parekh. Post-issue, A2R Holdings' stake will rise from 48.75% to 53.46%, and Novator Capital will hold 14.40% with special rights (one board seat and veto on certain matters) as long as it holds at least 5%. The move lifts Prime Focus's direct and indirect holding in DNEG to 88.28%, consolidating control of its key VFX and animation subsidiary. An EGM is scheduled for July 26, 2025 to seek shareholder approval.
Existing shareholders will face significant dilution from the 46.27 crore new shares, though the share-swap portion is non-cash. The transaction strengthens Prime Focus's grip on DNEG (a $425.7 million revenue VFX business) and brings in ~₹390 crore of fresh capital, while the promoter group tightens control. Watch for stock price reaction to dilution and the EGM outcome on July 26.